SEC issues tighter rules on beneficial ownership

MANILA, Philippines — The Securities and Exchange Commission (SEC) has issued new rules on beneficial ownership disclosures, strengthening transparency requirements to curb the misuse of corporate structures for illicit activities.

The SEC said on Tuesday it had issued Memorandum Circular No. 15, Series of 2025 on Dec. 22, setting out the Beneficial Ownership Disclosure Rules of 2026.

These new rules consolidate and update existing regulations on the submission of beneficial ownership information. They will take effect on Jan. 1, 2026.

“Strengthening transparency in beneficial ownership is a key regulatory reform to reduce the risk of corporate entities being misused for illicit activities,” SEC chair Francis Lim said.

READ: SEC pushes new rules on beneficial ownership disclosures

“The 2026 rules streamline existing disclosure processes and allow the Commission to make better use of structured, high-quality data, ensuring that authorized authorities can access reliable and timely information for lawful purposes,” Lim added.

They also adopt a 20-percent reporting threshold for beneficial ownership, consistent with rules issued by the Anti-Money Laundering Council.

Highlights

Under the new framework, disclosure requirements are strengthened. Nominee arrangements must be reported and corporations are required to submit timely notifications of changes in beneficial ownership.

The rules also lay the groundwork for the creation of an online beneficial ownership registry, which will serve as a centralized platform for the submission of beneficial ownership data.

READ: Complex trail of beneficial ownership

The 2026 rules apply broadly to domestic and foreign corporations, partnerships and one-person corporations under the SEC’s jurisdiction, as well as relevant officers, shareholders and other covered persons.

Beneficial owners are classified into Categories A to I, based on ownership interests and varying forms of control or influence over a corporation.

For instance, Category A includes individuals who own, directly or indirectly, at least 20 percent of the voting rights, voting shares or capital of a reporting entity.

Corporations are required to disclose identifying and contact information of beneficial owners, the basis for determining beneficial ownership and the date an individual became a beneficial owner.

The SEC may also require additional supporting documents in the exercise of its visitorial powers under the Revised Corporation Code.

While beneficial ownership information is currently submitted through the General Information Sheet (GIS) via the SEC’s Electronic Filing and Submission Tool, the commission said all beneficial ownership disclosures will eventually be made through the new web-based registry once it becomes fully operational.

At that point, the beneficial ownership section of the GIS will be removed.

Other requirements

Newly registered entities will be required to submit beneficial ownership information upon incorporation or registration, while existing corporations must provide the information in their next GIS filing.

Any change in beneficial ownership must be reported within seven calendar days.

The revised rules also impose penalties for noncompliance, including fines based on retained earnings or fund balance, sanctions for false declarations and potential disqualification of responsible directors and officers.

READ: SEC, DOF tighten beneficial ownership tracking of oil, gas mining firms

The SEC said the strengthened enforcement provisions are intended to ensure accuracy, accountability and timely reporting.

The commission said detailed implementing guidelines for the new registry system will be issued separately, as it continues to align regulatory processes with international standards on transparency and corporate governance. INQ